REG - Landore Resources Ld - Launch of Private Placement to raise up to C$5.0m

Landore ResourcesAnnouncement

09/11/2023 07:00

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RNS Number : 8600S  Landore Resources Limited  09 November 2023

Landore Resources Limited

LAUNCH OF NON-BROKERED PRIVATE PLACEMENT TO RAISE UP TO C$5.0 MILLION

London, United Kingdom - 9 November 2023 - Landore Resources Limited (AIM:
LND) ("Landore Resources" or the "Company") announces that it is undertaking a
non-brokered private placement (the "Offering") to raise gross proceeds of, in
aggregate, up to C$5m (approximately £2.96m at an FX rate of GBP1:CAD1.69)
from the proposed issue of a combination of:

 

·   units of the Company (each, a "Unit") at a price of C$0.11 per Unit
(approximately £0.065 per Unit); and

·   flow-through units of the Company at a price of C$0.12 (approximately
£0.071) per unit (each, an "FT Unit") and at a price of C$0.154
(approximately £0.091) per unit to charitable purchasers (each, a "Charity FT
Unit" and together with the Units and FT Units, the "Offered Securities").

 

Each Unit will consist of one new ordinary share of nil par value in the
capital of the Company ("Ordinary Share") and one warrant to purchase an
additional new Ordinary Share (a "Warrant"). Each FT Unit and Charity FT Unit
will consist of one new Ordinary Share to be issued as a "flow-through share"
within the meaning of the Income Tax Act (Canada) (each, an "FT Share") and
one Warrant. Each Warrant shall entitle the holder to purchase one new
Ordinary Share (each, a "Warrant Share") at a price of C$0.165 at any time on
or before that date which is 2 years after the closing date of the Offering.

 

The directors and officers of the Company intend to invest, in aggregate,
C$365,000 by way of participation in the Offering.

 

Eligible investors located in the United Kingdom who wish to participate in
the Offering should contact the Company's Joint UK Broker, Novum Securities
Limited, on the contact details set out below. Eligible UK investors will be
those who the Company reasonably believes to be (a) persons having
professional experience in matters relating to investments and as described in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order") and/or (b) high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees as described in Article 49(2) of
the Financial Promotion Order and/or (c) existing members of the Company as
described in Article 43(2) of the Financial Promotion Order.

 

As detailed in the Company's announcement of 6 October 2023, the Offering is
being undertaken in order to facilitate Landore Resources' proposed dual
listing on the TSX Venture Exchange (the "TSX-V") in Canada (the "Dual
Listing"). It is a pre-condition of the Dual Listing, inter alia, that the
Company is able to provide to the TSX-V satisfactory confirmation of certain
minimum working capital and financial resources at the time of listing.
Accordingly, in order to satisfy this pre-condition, the Company is seeking to
undertake the Offering.

 

Proceeds from the proposed issue of FT Shares will be used to incur "Canadian
exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act
and "flow through mining expenditures" as defined in subsection 127(9) of the
Income Tax Act. Such proceeds will be renounced to the subscribers with an
effective date not later than 31 December 2023, in the aggregate amount of not
less than the total amount of gross proceeds raised from the proposed issue of
the FT Shares.

 

The Company may pay to eligible persons in accordance with applicable
securities laws and regulatory policies (each, a "Finder") a cash finder's fee
of up to 6.0% of the gross proceeds of the Offering placed by the Finder and
also issue warrants (the "Finder Warrants") at an exercise price equal to
C$0.11 per share (approximately £0.065 per share), exercisable for a period
of 24 months following the closing date of the Offering, to acquire in
aggregate that number of new Ordinary Shares which is equal to 6.0% of the
number of Offered Securities attributable to the Finder.

 

The new Ordinary Shares to be issued in respect of the Offered Securities will
be subject to a restricted or 'lock-in' period in Canada ending four months
and a day after the later of the distribution date and the date the Company
becomes a reporting issuer in any province or territory of Canada. The Company
will become a reporting issuer in Ontario upon listing of the Ordinary Shares
on the TSX-V, which is currently expected to take place shortly after closing
of the Offering.

 

The Company intends to use the net proceeds from the Offering for further
exploration of the Company's BAM Gold Project in Northwestern Ontario and for
its general working capital purposes. The Offering is scheduled to close on or
around 30 November 2023 and is subject to certain conditions including, but
not limited to, receipt of all necessary regulatory approvals.

 

Further details and results of the Offering will be announced in due course.

 

For further information, please contact:

Landore Resources Limited

Tania Barreto, Corporate Communications/Marketing

Tel: +1-289-248-3675

IR@Landore.com

Strand Hanson Limited (Nominated Adviser and Joint Broker)

James Dance/Matthew Chandler/Robert
Collins

Tel: 020 74093494

Novum Securities Limited (Joint Broker)

Jon Belliss/Colin Rowbury

Tel: 020 73999402

 

About Landore Resources

Landore Resources Limited is an exploration/development company that seeks to
grow shareholder value through the advanced exploration and development of
precious and battery metals projects in eastern Canada. The Company is
primarily focused on the development of its 100% owned BAM Gold Project,
located on its Junior Lake Property in Northwestern Ontario.

Cautionary Statements

This announcement may contain forward‐looking statements that may involve a
number of risks and uncertainties. Actual events or results could differ
materially from the expectations and projections set out herein. The
information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

 

This announcement is for information purposes only and does not constitute an
offer to sell or issue or a solicitation of offers to buy, subscribe for or
otherwise acquire any securities in any jurisdiction in which any such offer
or solicitation would be unlawful. Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in connection
with, any such offer, solicitation or commitment whatsoever in any such
jurisdiction.

 

 

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